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HomeMy Public PortalAboutResolution 08-12 Sale of Warrants - Wausau Judgment - signedBY THE COUNCIL: RESOLUTION NO. 08-12 A RESOLUTION OF THE CITY OF MCCALL, VALLEY COUNTY, IDAHO, AUTHORIZING THE ISSUANCE AND SALE OF WARRANTS IN THE PRINCIPAL AMOUNT OF UP TO $6,200,000 FOR THE PURPOSE OF PROVIDING FUNDS TO PAY A CLAIM AGAINST THE CITY FOR AN OUTSTANDING JUDGMENT UNDER CERTAIN CONDITIONS PROVIDING FOR THE MANNER OF ISSUANCE, SALE, REDEMPTION AND THE FORM OF SAID WARRANTS; PROVIDING FOR THE PAYMENT OF THE PRINCIPAL AND INTEREST THEREON; AND PROVIDING TERMS, COVENANTS, CONDITIONS, AND OTHER MATTERS PROPERLY RELATING THERETO; AND PROVIDING AN EFFECTIVE DATE. THE CITY OF MCCALL, IDAHO WARRANTS, SERIES 2008 BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF MCCALL, VALLEY COUNTY, IDAHO, as follows: WHEREAS, the City of McCall, Idaho (the "City") is a municipal corporation operating and existing under and by virtue of the laws of the State of Idaho; and WHEREAS, the City is authorized and empowered by Idaho Code Sections 50-1018, 31- 2124 and 31-2125, inclusive, to issue Warrants to provide funds for payment of claims against the City; and WHEREAS, the Mayor and Council of the City has determined that there is a need, under certain conditions, to provide for the payment of a claim against the City arising out of judgments against the City in Wausau v. St. Clair Contractors, et al by the U.S. District Court, District of Idaho Case No. CIV 1:01-629 (the "Judgments"); and WHEREAS, the City is desirous of issuing Warrants in order to provide for payment of such claims in an amount of up to $6,200,000, NOW, THEREFORE, BE IT FURTHER RESOLVED, DETERMINED, AND ORDERED as follows: Section 1. WARRANTS AUTHORIZED. For the purpose of providing funds to pay the claims evidenced by the Judgments, , the City hereby authorizes a Warrant, entitled "The City of McCall, Idaho, Warrant, Series 2008" (the "Warrant"), in the total principal amount of up to $6,200,000 and, to be paid no later than June 1, 2008 to be issued, sold, and delivered in the manner provided by Sections 50-1018, 31, 2124 and 31-2125, Idaho Code, as amended, provided that the City has confirmed that the Idaho Bond Bank Authority has signed a contract for the sale of bonds to fund its loan to the City for payment of the Warrant. RESOLUTION 08-12 - PAGE -1- Section 2. PURPOSE. The Warrant is being issued for the purpose of providing funds for the payment of the Judgments. Section 3. DESCRIPTION AND EXECUTION OF WARRANT. The Warrant shall be dated the date of delivery, shall mature on June 1, 2008, and shall be substantially in the form set forth in Exhibit "A" which is annexed hereto and by reference made a part hereof. The Warrant shall be numbered separately in a consecutive series in the manner and with any additional designation as the City Treasurer deems necessary and shall not be issued until the conditions required in Section 1 hereof have been met. The Warrant shall be payable on the date of maturity, shall be issued in denominations of $100,000 or any integral multiple of $1.00, and shall be subject to call or redemption prior to their stated maturity date. At the time of issue, the Warrant will be presented to the City Treasurer and will be endorsed by the City Treasurer with the language, "Not paid for want of funds", and the date of issuance and presentation, together with the rate of interest specified in this Resolution. From such date and thereafter the Warrants shall bear interest at a variable rate equal to the 30 day LIBOR rate plus 2.00% (200 basis points) to be reset on the 1st day of each month following issuance of the Warrant, calculated on the basis of a 360 day year consisting of twelve 30-day months payable not later than maturity. The Warrant shall also be executed by the facsimile or manual signature of the Mayor, and attested by the facsimile or manual signature of the City Clerk, and shall have a facsimile or manual of the official seal of the City imprinted thereof. After delivery, the Warrant shall not be subject to exchange for different denominations or to reissue or to substitution, except at the sole option of the City and the sole expense of the party seeking the exchange. Section 4. PAYMENT. The Warrant shall be payable in lawful money of the United States of America, as to principal and interest, to U.S. Bank National Association on the due date of the Warrants. The Warrant shall be a negotiable instruments within the meaning of the Uniform Commercial Code. Section 5. SALE OF WARRANTS; The sale of the Warrant to U.S. Bank National Association, as purchaser in accordance with the terms and provisions set forth in the Warrant purchase proposal of purchaser presented at the meeting where this resolution is being adopted, is hereby approved. The Warrant shall not be issued, sold and delivered until the City has confirmed that it the Idaho Bond Bank Authority has signed a contract for the sale of bonds to fund its loan to the City for repayment of the. Section 6. COVENANTS. The City hereby further covenants with the holders of the Warrant as follows: A. The proceeds of the sale of the Warrant, when issued, shall be used to pay the claims evidenced by the Judgments in exchange for a satisfaction of judgment. B. None of the proceeds of the Warrant will be used, directly or indirectly, (i) to make or finance loans to persons, or (ii) in any trade or business carried on by any person (other than use as a member of the general public). Section 7. FURTHER AUTHORITY. The Mayor, City Treasurer, and City Clerk are hereby authorized and directed to execute, on behalf of the City, all such additional documents, certificates, and instruments as may be necessary to carry out the intent of this Resolution. RESOLUTION 08-12 - PAGE -2- Section 8. EFFECTIVE DATE. This Resolution shall become effective immediately upon its adoption and approval. ADOPTED by the Council of the City of McCall, Idaho, this 24th day of April, 2008. APPROVED by the Mayor of the City of McCall, Idaho this 24th day of April, 2008. APPROVED: ATTEST: By: � i� r XA,9-z Brenna Chaloupka, Acting City Clerk (SEAL) RESOLUTION 08-12 - PAGE -3- THE CITY By. CCALL ulesza, Mayor * * * * * * * * * * * * * * * I, the undersigned, the Clerk of the City of McCall, Idaho, do hereby certify that the foregoing Resolution is a full, true, and correct copy of a Resolution duly passed and adopted at a regular meeting of the City Council, duly held at the regular meeting place thereon on April 24, 2008, of which meeting all members of said City Council had due notice, and at which a majority thereof were present; and that at said meeting said Resolution was adopted by the following vote: AYES, City Council Members: 4 NOES, City Council Members: 0 ABSENT, City Council Members: 1 ABSTAIN, City Council Members: 0 I further certify that I have carefully compared the same with the original Resolution on file and of record in my office; that said Resolution is a full, true, and correct copy of the Resolution adopted at said meeting, and that said Resolution has not been amended, modified, or rescinded since the date of its adoption, and is now in full force and effect. IN WITNESS WHEREOF, I have set my hand and affixed the official seal of the City on April 24, 2008. Brenna Chaloupka, Acting City clerk RESOLUTION 08-12 - PAGE -4- EXHIBIT "A" (Foul of Warrant) No. R-1 $ UNITED STATES OF AMERICA STATE OF IDAHO County of Valley THE CITY OF MCCALL, IDAHO WARRANT, SERIES 2008 THE CITY OF MCCALL, IDAHO acknowledges itself to owe, and for value received promises to pay to U.S. Bank National Association as registered warrant owner (the "Warrant Owner"), subject to presentment by such registered owner and the execution of the endorsement and registration herein by the City Treasurer on the 1st day of June, 2008, the principal sum of and NO/100THS DOLLARS ($ ) together with interest thereon at the variable rate equal to the 30-day LIBOR rate plus 2.00% (200 basis points) reset on the 1st day of each month following the date hereof payable at maturity, or until such principal sum shall have been paid or duly provided for, interest being calculated on the basis of a 360-day year, consisting of twelve 30-day months. Both principal of and interest on this Warrant are payable in lawful money of the United States of America to the Warrant Owner. This Warrant is one of a series, all of like date, interest rate, tenor, and effect, except as to denomination and number, aggregating in all the principal amount of $ (the "Warrants"), issued by the City of McCall, Idaho (the "City"), as more fully set forth in Resolution No. 08-12, adopted by the McCall City Council on April 24, 2008, (the "Warrant Resolution"). RESOLUTION 08-12 - PAGE -5- IT IS HEREBY FURTHER CERTIFIED AND DECLARED that the full faith, credit, and resources of the City have been pledged for the payment of this Warrant according to its terms, that this Warrant is issued pursuant to and in strict compliance with the Constitution and laws of the State of Idaho and resolutions of the City, and that all acts, conditions, and things required to be done precedent to and in the issuance of this Warrant have happened, been done, and have been performed. IN WITNESS WHEREOF, THE CITY OF MCCALL has caused this Warrant to be executed and signed by the manual or facsimile signature of the Mayor of the City, to be attested by the Clerk of the City by her manual or facsimile signature, to be endorsed by the Treasurer of the City by his or her manual signature upon presentment by the Warrant Owner, and the corporate seal _of the City to be imprinted herein, as of the day of , 2008. By: Brenna Chaloupka, Acting City Clerk COUNTERSIGNED: By: CITY TREASURER RESOLUTION 08-12 - PAGE -6- THE CITY OF MCCALL By: Bert Kulesza, Mayor Endorsement and Registration by City Treasurer The undersigned hereby acknowledges presentation of this Warrant Owner and endorses and registers the foregoing Warrant as follows:.. 1. This Warrant is "Not paid for want of funds." 2. Date of presentation: May _, 2008 3. Rate of Interest: The 30-day LIBOR rate plus reset on the of each month hereafter. Dated this day of May, 2008. By City Treasurer McCall, Idaho (Certificate Regarding Legal Opinion) I, the undersigned Clerk of the City of McCall, Idaho, DO HEREBY CERTIFY that on file in my office is a true and complete copy of the opinion of Skinner Fawcett, Attorneys at Law, of Boise, Idaho, which opinion was dated on the date of delivery of and payment for the Warrants described therein, was delivered to me on said date, and is now part of the permanent records of the City. Brenna Chaloupka, Acting City Clerk, of the City of McCall, Idaho RESOLUTION 08-12 - PAGE -7-